Tax-Exempt Notes Sample Clauses

Tax-Exempt Notes. Tax-exempt Notes; provided, however, that at the time of each investment such Tax-exempt Notes shall be rated by either Xxxxx’x or S&P as follows: (i) Xxxxx’x: MIG 1 or MIG 2 for notes; P-1 for commercial paper; or (ii) S&P: SP-1 or SP-2 for short-term municipal notes; A-1 or A-2 for commercial paper. For purposes of this provision, Tax-exempt Notes shall include such securities as Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation Notes, Construction Loan Notes, and Tax-exempt commercial paper. These investments will be made when justified without regard to their tax-exempt status;
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Tax-Exempt Notes. Tax-exempt notes; provided, however, that at the time of each investment such Tax-exempt Notes shall be rated by either Moodx'x xx S&P as follows: (i)
Sample 1
Tax-Exempt Notes. (a) NOT TO CAUSE INTEREST TO BECOME TAXABLE. Use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, would cause the interest on the Tax Exempt Notes to fail to be excluded, pursuant to section 103(a) of the Code, from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Borrower receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion from gross income of the interest on the Tax Exempt Notes, the Borrower shall comply with each of the specific covenants in this Section.
Sample 1
Tax-Exempt Notes. On the Closing Date, the Authority will issue an initial Tax-Exempt Note registered in the name of the Bank, designated as the City of San Xxxx Financing Authority Subordinate Wastewater Revenue Note, Series A (the “Series A Tax-Exempt Note”), in the stated principal amount of not to exceed $300,000,000. From time to time after the Closing Date, the Authority may deliver to the Bank a Note Issuance Notice and, pursuant to such Notice, the Authority may issue one or more additional Tax-Exempt Note(s) (not to exceed four Tax-Exempt Notes outstanding at any one time) and deliver the same to the Bank. Each additional Tax-Exempt Note shall be registered in the name of the Bank and designated as and constitute a separate series of Tax-Exempt Notes from all other series of Tax-Exempt Notes issued by the Authority under this Agreement. In connection with each delivery of a Tax-Exempt Note, the Authority shall satisfy the conditions set forth in Section 3.02. Each Tax-Exempt Note shall be dated its date of issuance, be issued in minimum authorized denominations of $1,000,000 and any amount in excess thereof and be in the form attached hereto as Exhibit D. Following such delivery of a Tax-Exempt Note, the Authority may request Advances under such Tax-Exempt Note as provided herein; provided that the aggregate amount of the Advances made under any Tax-Exempt Note may not exceed the stated principal amount of that Tax-Exempt Note. No more than four Tax-Exempt Notes may be outstanding at any time. WFB San Xxxx RCA 14 4839-9346-9004.11
Sample 1
Tax-Exempt Notes. The weighted average maturity of the Tax-Exempt Notes does not exceed 120% of the average reasonably expected economic life of the Property financed with the proceeds of the Borrower Loan as represented by Borrower Note A-1 and Borrower Note A-2. The Tax- Exempt Notes are not and shall not be “federally guaranteed‟‟ as defined in Section 149(b) of the Code. Borrower intends to hold the Property for its own account and has no current plans to sell and has not entered into any agreement to sell all or any portion of the Property.
Sample 1
Tax-Exempt Notes 
Sample 1

Related to Tax-Exempt Notes

  • Intercompany Transactions 72 Section 9.13

  • Capitalization of Subsidiaries All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

  • Disposal of Subsidiary Interests Except for any sale or other disposition of all of its interests in the Equity Interests of any of its Subsidiaries permitted by the provisions of Section 6.08 and any Lien on or disposition of equity interests in a Technology Entity pursuant to a Technology Acquisition Claw-Back, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Loan Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capitalization; Voting Rights (a) The Company’s authorized capital stock, as of immediately prior to the Closing, is composed of (i) 10,000,000 shares of Common Stock, with 100,000 shares having been issued and currently outstanding, and (ii) 1,000,000 convertible preferred stock, including 45,000 shares that have been designated as Series A Convertible Preferred Stock, of which 35,484.07 shares have been issued and are presently outstanding.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Recapitalization, Exchanges, etc. Affecting the Common Units The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

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